Closing Capitalization Schedule definition

Closing Capitalization Schedule has the meaning set forth in Section 3.5(b).

Closing Capitalization Schedule has the meaning set forth in Section 8.1(b)(iii).

Examples of Closing Capitalization Schedule in a sentence

• The Closing Capitalization Schedule shall be complete and correct in all respects.

• The Closing Capitalization Schedule shall be true, correct and complete as of the Closing Date.

• The Pioneer Parties, the Surviving Entity and the Representative shall be entitled to rely upon the information set forth in the Closing Capitalization Schedule for all purposes of this Agreement, and none of the Pioneer Parties, the Surviving Entity or the Representative or their respective Affiliates shall have any liability to any Company Member for or any other Person for relying on or taking actions in accordance with (including paying the amounts set forth in) the Closing Capitalization Schedule.

• The Closing Capitalization Schedule shall also set forth the name of each holder of Target Capital Stock immediately prior to the Effective Time and the number of shares of Target Capital Stock held by each such holder immediately prior to the Effective Time.

• The Closing Capitalization Schedule shall be complete and correct in all respects and the Company shall provide Parent with a certificate dated the Closing Date and signed by the chief executive officer of the Company to such effect.

• As of the Effective Time, the Closing Capitalization Schedule is complete and correct and there are no other securities, option, warrants, calls, rights, commitments, agreements or arrangements to acquire capital stock of the Company.

• The Closing Capitalization Schedule shall also set forth a reasonably detailed calculation of the Closing Merger Consideration, the Fully Diluted Share Number and the Closing Per Share Merger Consideration, and shall also set forth the amounts payable to each holder of Cancelled Options as of the Closing Date pursuant to Article III (on a per-holder basis).

• The Closing Capitalization Schedule shall also set forth the name of each holder of Target Capital Stock and each Vested Target Option immediately prior to the Effective Time and the number of shares of Target Capital Stock and shares issuable upon exercise of Vested Target Options, held by each such holder immediately prior to the Effective Time.

• The parties agree that Parent and Merger Sub shall be entitled to rely on the Closing Capitalization Schedule in making payments under Article III and Parent and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Closing Capitalization Schedule.